Common use of Directors’ and Officers’ Indemnification Clause in Contracts

Directors’ and Officers’ Indemnification. (a) For a period of six (6) years from and after the Closing, the Buyer shall, to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IX.

Directors’ and Officers’ Indemnification. (a) For a period of six (6) years from and after the Closing, Purchaser shall cause the Buyer shallNGX/Shorcan Companies to indemnify and hold harmless, and provide advancement of expenses to, all past and present directors and officers of any NGX/Shorcan Company as of the date hereof and anyone who becomes a director or officer of any NGX/Shorcan Company during the period from the date of this Agreement through the Closing (in such capacities) (the “D&O Indemnified Persons”) for all acts and omissions occurring at or prior to the Closing to the same extent such D&O Indemnified Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the NGX/Shorcan Companies pursuant to the organizational documents of any applicable NGX/Shorcan Company as in existence on the date hereof, in each case, to the fullest extent that such indemnification and advancement is permitted by law, applicable Law. Purchaser shall cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers organizational documents of the Company or any Consolidated Subsidiary for NGX/Shorcan Companies to contain provisions with respect to indemnification, advancement of expenses and limitation of director and officer liability that are no less favorable to the D&O Indemnified Persons with respect to acts or omissions by such directors and officers omission occurring at or prior to the Closing Date to than those set forth in the extent that such obligations organizational documents of the Company or such Consolidated Subsidiary exist on NGX/Shorcan Companies as of the date of this Agreement, whether pursuant which provisions thereafter shall, subject to applicable Law, not be amended, repealed or otherwise modified in any manner that would adversely affect the Company Charterrights thereunder of any D&O Indemnified Persons for a period of six (6) years from and after the Closing. From and after the Closing, Purchaser shall cause the Company BylawsNGX/Shorcan Companies to honor, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms their respective terms, each of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising covenants contained in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IX6.11.

Directors’ and Officers’ Indemnification. (a) For From and for six (6) years after the Effective Time, Parent shall indemnify, defend and hold harmless the present and former officers, directors and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against all losses, expenses (including attorneys’ fees and other expenses of investigation or litigation, including on appeal), claims, damages or liabilities arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) in their capacity as present and former officers, directors and employees to the full extent permitted or required under the FBCA (including Section 607.0850 and A-21 subsection (7) thereof) or other applicable state Law and shall also advance expenses as incurred to the fullest extent permitted under the FBCA (including Section 607.0850 and subsection (7) thereof) or other applicable state Law, provided that the Person to whom expenses are advanced provides, if requested, the undertaking to repay such advances under the circumstances contemplated by the FBCA. Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any claim, action, suit, proceeding or investigation (a “Claim”), existing in favor of the Indemnified Parties as provided in the Company’s or any Subsidiary’s Articles of Incorporation, Bylaws or resolutions of their Boards of Directors, as in effect as of the date hereof, with respect to matters occurring prior to and through the Effective Time, shall survive the Merger and shall continue in full force and effect. Parent shall cause the Surviving Corporation to fulfill and honor in all respects such indemnification obligations in accordance with their terms. Subject to any limitation imposed from time to time under applicable Law, the provisions with respect to indemnification set forth in the Articles of Incorporation and Bylaws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six (6) years from and after the Closing, the Buyer shall, to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not Effective Time in any other capacity; and provided, further, manner that in no event shall would adversely affect the Buyer, the Company or rights thereunder of any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXIndemnified Person.

Directors’ and Officers’ Indemnification. (a) For a period Except as prohibited by applicable Law, Buyer and Merger Sub agree to cause the Surviving Corporation to ensure, and the Surviving Corporation immediately following the Closing agrees to ensure, that all rights to indemnification now existing in favor of six (6) years from and after the Closingany individual who, the Buyer shall, at or prior to the fullest extent permitted by lawEffective Time, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current was a director, officer, employee or former directors or officers agent of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company Subsidiaries (collectively with such individual’s heirs, executors or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charteradministrators, the Company Bylaws, “Indemnified Persons”) as provided in the respective charters or bylaws of the Consolidated Subsidiariesgoverning documents and in any indemnification agreements set forth on Schedule ‎5.5(a), individual indemnity agreements or otherwise, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with the current terms for a period of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements not less than six (6) years from the Closing Date until Effective Time and indemnification agreements and the expiration of the applicable statute of limitations provisions with respect to any claims against indemnification and limitations on liability set forth in such directors governing documents shall not be amended, repealed or officers arising out of such acts or omissionsotherwise modified; provided, howeverthat in the event any claim or claims are asserted or made within such six (6) year period, that all rights to indemnification in respect of any such indemnification obligations claim or claims shall only be with respect continue until final disposition of any and all such claims. Neither Buyer nor the Surviving Corporation shall settle, compromise or consent to matters arising in connection with such director’s or officer’s service as a director or officer the entry of the Company or any Consolidated Subsidiary, and not judgment in any other capacity; and providedaction, furtherproceeding or investigation or threatened action, that in no event shall proceeding or investigation without the Buyerwritten consent of such Indemnified Person (not to be unreasonably withheld, the Company conditioned or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXdelayed).

Directors’ and Officers’ Indemnification. (a) For a period of six (6) years from and after the Closing, Purchasers shall cause the Buyer shallTrayport Companies to indemnify and hold harmless, and provide advancement of expenses to, all past and present directors and officers of any Trayport Company as of the date hereof (and as of the date of the 2015 Signing and the 2015 Closing) and anyone who becomes a director or officer of any Trayport Company during the period from the date of this Agreement through the Closing (in such capacities) (the “D&O Indemnified Persons”) for all acts and omissions occurring at or prior to the Closing to the same extent such D&O Indemnified Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Trayport Companies pursuant to the organizational documents of any applicable Trayport Company as in existence on the date hereof, in each case, to the fullest extent that such indemnification and advancement is permitted by law, applicable Law. Purchasers shall cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers organizational documents of the Company or any Consolidated Subsidiary for Trayport Companies to contain provisions with respect to indemnification, advancement of expenses and limitation of director and officer liability that are no less favorable to the D&O Indemnified Persons with respect to acts or omissions by such directors and officers omission occurring at or prior to the Closing Date to than those set forth in the extent that such obligations organizational documents of the Company or such Consolidated Subsidiary exist on Trayport Companies as of the date of this Agreement, whether pursuant which provisions thereafter shall, subject to applicable Law, not be amended, repealed or otherwise modified in any manner that would adversely affect the Company Charterrights thereunder of any D&O Indemnified Persons for a period of six (6) years from and after the Closing. From and after the Closing, Purchasers shall cause the Company BylawsTrayport Companies to honor, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms their respective terms, each of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising covenants contained in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IX6.10.

Directors’ and Officers’ Indemnification. (a) For a period of six (6) years from and after following the ClosingEffective Time, the Buyer shallSurviving Corporation or its successor shall fulfill and honor in all respects the obligations of the Company with respect to all rights to indemnification (including advancement of expenses) or exculpation existing in favor of, and all limitations on the personal liability of, any Person who is now, or has been at any time prior to the fullest extent permitted by lawdate hereof, cause or who becomes prior to the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current Effective Time, a director, officer, employee, fiduciary or former directors or officers agent of the Company or any Consolidated Subsidiary for acts of its Subsidiaries under the Charter Documents or omissions by such directors in any indemnification agreements in effect as of the date hereof and officers occurring prior to set forth in Section 5.14 of the Closing Date to Disclosure Schedule (each, a “D&O Indemnified Party” and collectively, the extent that such “D&O Indemnified Parties”). Notwithstanding the foregoing, the obligations of the Company Surviving Corporation or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant its successor (i) shall be subject to the Company Charter, the Company Bylaws, the respective charters any limitation imposed by Legal Requirements and (ii) shall not be deemed to release any D&O Indemnified Party who is also an officer or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms director of the Company Charterfrom his or her obligations pursuant to this Agreement or any Related Agreement, nor shall such D&O Indemnified Party have any right of contribution, indemnification or right of advancement from the Company Bylaws, the respective charters Surviving Corporation or bylaws its successor with respect with any Loss claimed by any of the Consolidated Subsidiaries and Indemnified Parties against such individual indemnity agreements from D&O Indemnified Party in his or her capacity as a Stockholder pursuant to this Agreement or any Related Agreement. Notwithstanding the Closing Date until foregoing, Parent shall have no obligation to maintain the expiration existence of the applicable statute Surviving Corporation for any specified period following the Effective Time. The Company hereby represents to Parent that no claim for indemnification has been made as of limitations with respect to the date hereof by any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXCompany.

Directors’ and Officers’ Indemnification. (a) For From and after the Closing, Buyer shall, and shall cause the Sold Companies to, (i) indemnify and hold harmless, all past and present directors and officers of the Sold Companies (collectively, the “D&O Indemnified Parties”) against any Liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such D&O Indemnified Party is or was a director or officer of any of the Sold Companies or is or was serving at the request of any of the Sold Companies as a director or officer of any other corporation, limited liability company, partnership, joint venture, trust or other business or non-profit enterprise whether asserted or claimed prior to, at or after the Closing (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and provide advancement of expenses to the D&O Indemnified Parties (within ten (10) days of receipt by Buyer or any of the Sold Companies from a D&O Indemnified Party of a request therefor), in all such cases to the same extent that such Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Sold Companies pursuant to the Sold Companies’ certificates of incorporation, bylaws, other comparable organizational documents and indemnification agreements, if any, in existence on the date hereof and (ii) without limitation to clause (i), to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Sold Companies’ (or any of their successors’) certificates of incorporation, bylaws and other comparable organizational documents for a period of six (6) years from and after the Closing, the Buyer shallcurrent provisions regarding elimination of Liability of directors, and indemnification of and advancement of expenses to the fullest extent permitted by law, cause the Company directors and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers of the Company or any Consolidated Subsidiary for acts or omissions by such directors Sold Companies, contained in the certificates of incorporation, bylaws and officers occurring prior to the Closing Date to the extent that such obligations other comparable organizational documents of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXSold Companies.

Directors’ and Officers’ Indemnification. (a) For Landcadia and Landcadia HoldCo shall and shall cause each of the Acquired Parties immediately following the Closing to ensure, that all rights to indemnification now existing in favor of any individual who, at or prior to the Closing, was a director, officer, employee or agent of any Acquired Party or who, at the request of any Acquired Party, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) to the extent required by Law or as provided in the respective Organizational Documents, indemnification agreements or similar Contracts to which such Acquired Party is a party or bound, shall survive and continue in full force and effect for a period of not less than six (6) years from and after the Closing, the Buyer shall, to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity and indemnification agreements or otherwise, similar Contracts and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations provisions with respect to indemnification and limitations on liability set forth in such Organizational Documents shall not be amended, repealed or otherwise modified in any claims against such directors or officers arising out manner that would adversely affect the rights of such acts or omissionsthe Indemnified Persons thereunder; provided, howeverthat in the event any claim or claims are asserted or made within such six (6) year period, that all rights to indemnification in respect of any such indemnification obligations claim or claims shall only be with respect continue until final disposition of any and all such claims. None of Landcadia, Landcadia HoldCo nor any Acquired Party shall settle, compromise or consent to matters arising in connection with such director’s or officer’s service as a director or officer the entry of the Company or any Consolidated Subsidiary, and not judgment in any other capacity; and providedAction, furtherproceeding or investigation or threatened Action, that in no event shall proceeding or investigation without the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXwritten consent of such Indemnified Person.

Directors’ and Officers’ Indemnification. (a) For a period The Buyer agrees that all rights to indemnification or exculpation now existing in favor of six (6) years from the directors, officers, employees and after agents of the ClosingCompany, the Buyer shall, to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all as provided in the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current certificate of incorporation, bylaws or former directors or officers of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to other similar governing documents, shall survive the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms for a period of not less than six years and that the Company Charter, will perform and discharge the Company Bylaws, obligations to provide such indemnity and exculpation after the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissionsClosing; provided, however, that such all rights to indemnification obligations shall only be with and exculpation in respect of any Action arising out of or relating to matters arising in connection with existing or occurring at or prior to the Closing Date and asserted or made within such director’s or officer’s service as a director or officer six-year period shall continue until the final disposition of the Company or any Consolidated Subsidiary, and not in any other capacitysuch Action; and provided, further, that all rights to indemnification are subject to and conditioned on the parties claiming such indemnification using their reasonable efforts to seek full recovery under all insurance policies covering any such matter to the same extent as they would if such matter were not subject to indemnification as provided in no event shall the BuyerCompany’s certificate of incorporation, bylaws or other similar governing documents. From and after the Closing, the Company Buyer shall not, and shall cause each of its Subsidiaries and Affiliates (including the Company) not to, amend, repeal or otherwise modify the indemnification provisions of the Company’s certificate of incorporation, bylaws or other similar governing documents as in effect at the Closing in any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which manner that would adversely affect the Buyer is entitled to indemnification pursuant to Article IXrights thereunder of individuals who at the Closing were directors, officers, employees, or agents of the Company.

Directors’ and Officers’ Indemnification. (a) For a period of not less than six (6) years from and after the ClosingClosing Date, the Buyer shall, to the fullest extent permitted by law, shall not cause the Company and the Consolidated Subsidiaries to honor all termination of the Company’s obligations, if any, to its past and present managers, directors and officers (the Consolidated Subsidiaries’ obligations “D&O Indemnified Parties”) rights to indemnify (including all obligations be indemnified for, and to advance funds for expenses) the current or former directors or officers of the Company or be advanced expenses with respect to, any Consolidated Subsidiary for acts or omissions by such directors and officers occurring at or prior to the Closing Date to the extent that such obligations provided under the Articles of Organization and the Company or such Consolidated Subsidiary exist on the date of this Operating Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer none of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have shall be obligated to indemnify or advance any obligation expenses to any D&O Indemnified Party for amounts such D&O Indemnified Party owes or may owe to Buyer in such D&O Indemnified Party’s capacity as a Securityholder pursuant to the terms of this Agreement (including Article IX). In the event that any claim for indemnification or advancement of expenses is asserted or made within such six (6)-year period, all rights to indemnification and advancement of expenses provided in this Section 7.4 7.16 will continue until such claim is disposed of or all orders, injunctions, judgments, decrees or rulings of any Governmental Authority in connection with respect such claim are fully satisfied. This Section 7.16 will survive the Closing and is expressly intended to matters be for which the Buyer benefit of, and enforceable by, each D&O Indemnified Party and their respective heirs and legal representatives. In the event that the Company, any of its Subsidiaries or any of their respective successors or assigns (a) consolidates with or merges into any other Person and is entitled not the continuing or surviving corporation or entity of such consolidation or merger or (b) transfers or conveys all or a majority of its properties and assets to indemnification pursuant any Person, then, in each such case, proper provision will be made so that the successors and assigns of the Company or the its Subsidiaries will expressly assume and succeed to Article IXthe obligations set forth in this Section 7.16.

Directors’ and Officers’ Indemnification. (a) For a period of six (6) years from From and after the ClosingEffective Time, the Buyer shall, to the fullest extent permitted by law, Parent shall cause the Surviving Company to agree that it will indemnify and the Consolidated Subsidiaries to honor all the Company’s hold harmless each present and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers director and officer of the Company or any Consolidated Subsidiary for acts of its subsidiaries (in each case, when acting in such capacity) (the “Indemnified Parties”), against any costs or omissions by such directors expenses (including reasonable attorneys’ fees and officers expenses), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal (each, a “Proceeding”), arising out of, relating to or in connection with matters existing or occurring at or prior to the Closing Date to Effective Time (including the extent fact that such obligations of the Company Person is or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as was a director or officer of the Company or any Consolidated Subsidiaryof its subsidiaries or any acts or omissions occurring or alleged to occur prior to the Effective Time), and not in any other capacity; and providedwhether asserted or claimed prior to, furtherat or after the Effective Time, to the fullest extent that in no event shall the Buyer, the Company would have been permitted under the Laws of the Cayman Islands and its Memorandum of Association in effect on the date of this Agreement to indemnify such Person (and Parent or the Surviving Company shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Consolidated Subsidiary have Proceeding, including any obligation pursuant expenses incurred in successfully enforcing such Person’s rights under this ‎Section 6.9; provided that the Person to this Section 7.4 with respect whom expenses are advanced provides an undertaking to matters for which the Buyer repay such advances if it is ultimately determined that such Person is not entitled to indemnification pursuant to Article IXthis ‎Section 6.9); provided further that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under the Laws of the Cayman Islands and the Company’s Memorandum of Association shall be made by independent counsel selected by the Surviving Company. In the event of any such Proceeding (x) neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any Proceeding in which indemnification has been sought by such Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, conditioned or delayed), (y) the Surviving Company shall reasonably cooperate with the Indemnified Party in the defense of any such matter and (z) the Indemnified Party shall not settle, compromise or consent to the entry of any judgment in any Proceeding in which indemnification has been sought by such Indemnified Party hereunder without the prior written consent of Parent or the Surviving Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Directors’ and Officers’ Indemnification. Purchaser agrees that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person (aother than any indemnification for a claim brought by or on behalf of a Seller) For a period of six (6) years from and after the Closingwho is now, the Buyer shall, or has been at any time prior to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current date hereof or former directors or officers of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring who becomes prior to the Closing Date to the extent that such obligations Date, an officer or director of the Company Company, as provided in any organizational or such Consolidated Subsidiary exist governing document of the Company, in each case as in effect on the date of this Agreement, whether or pursuant to any other agreements in effect on the Company Charterdate hereof and listed on the Disclosure Schedule hereto, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive the Closing Date and shall continue in full force and effect in accordance with the current terms their respective terms. The obligations of the Purchaser and the Company Charterunder this Section shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section applies shall be third-party beneficiaries of this Section, each of whom may enforce the provisions of this Section). In the event the Purchaser, the Company, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the Purchaser or the Company, as the case may be, shall assume all of the obligations set forth in this Section. Purchaser acknowledges that prior to the Closing, the Company Bylawsshall purchase a pre-paid directors’ and officers’ liability run-off insurance, covering events that occurred prior to the respective charters or bylaws Closing Date, for a period of the Consolidated Subsidiaries and such individual indemnity agreements at least seven (7) years from the Closing Date until providing coverage in amounts and scope at least equal to those provided by the expiration of Company’s current director and officer insurance policy (the applicable statute of limitations with respect to any claims against such directors “Run-Off Policy”), and Purchaser shall not make or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of cause the Company or to make following the Closing any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event actions which shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXadversely affect such Run-Off Policy.

Directors’ and Officers’ Indemnification. (a) For From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless the present and former officers, directors and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against all losses, expenses (including attorneys’ fees and other expenses of investigation or litigation, including on appeal), claims, damages or liabilities arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the full extent permitted or required under the FBCA (including Section 607.0850 and subsection (7) thereof) or other applicable state Law (as amended from time to time but only to the extent such amendment enhances such Indemnified Parties’ right to indemnification) and shall also advance expenses as incurred to the fullest extent permitted under the FBCA (including Section 607.0850 and subsection (7) thereof) or other applicable state Law, provided that the person to whom expenses are advanced provides, if requested, the undertaking to repay such advances under the circumstances contemplated by the FBCA. Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any claim, action, suit, proceeding or investigation (a “Claim”), existing in favor of the Indemnified Parties as provided in the Company’s or any Subsidiary’s Articles of Incorporation, Bylaws or resolutions of their Boards of Directors, as in effect as of the date hereof, with respect to matters occurring prior to and through the Effective Time, shall survive the Merger and shall continue in full force and effect. Parent shall cause the Surviving Corporation to fulfill and honor in all respects such indemnification obligations in accordance with their terms. Subject to any limitation imposed from time to time under applicable Law, the provisions with respect to indemnification set forth in the Articles of Incorporation and Bylaws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six (6) years from and after the Closing, the Buyer shall, to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not Effective Time in any other capacity; and provided, further, manner that in no event shall would adversely affect the Buyer, the Company or rights thereunder of any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXIndemnified Person.

Directors’ and Officers’ Indemnification. (a) For a period of not less than six (6) years from and after the Closing, the Buyer shall, subject to the fullest extent permitted by lawlimitations set forth in this Section 6.8, cause Buyer agrees that all rights to indemnification or exculpation existing as of the Company date of this Agreement in favor of the directors, officers, Employees and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers agents of the Company Group, as provided in their respective Organizational Documents or otherwise in effect as of the date of this Agreement with respect to any Consolidated Subsidiary for acts or omissions by such directors and officers matters occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on the date of this AgreementDate, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive the transactions contemplated by this Agreement and shall continue in full force and effect in accordance with the current terms of effect, and Buyer shall cause each Entity included among the Company CharterGroup to perform and discharge its obligations to provide such indemnity and exculpation. Subject to the limitations described in Section 6.8(b), to the maximum extent permitted by applicable Law and as provided in the Company’s Organizational Documents, such indemnification shall be mandatory rather than permissive, and Buyer shall cause the Company Bylawsor the Subsidiaries, as the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect case may be, to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising advance expenses in connection with such director’s or officer’s service indemnification as a director or officer provided in the Organizational Documents of the Company or any Consolidated Subsidiarythe Subsidiaries or such other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Organizational Documents of the Company Group shall not be amended, and not repealed or otherwise modified after the Closing Date in any other capacity; and providedmanner that would adversely affect the rights thereunder of individuals who, furtheras of the Closing Date or at any time prior to the Closing Date, that in no event shall the Buyerare or were directors, officers, Employees or agents of the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer Subsidiaries, unless such modification is entitled to indemnification pursuant to Article IXrequired by applicable Law.

Directors’ and Officers’ Indemnification. (a) For a period Parentco, Xxxxxxxx and the Company agree that all rights to indemnification and exculpation from liabilities, including advancement of six (6) years from and after the Closingexpenses, the Buyer shall, for acts or omissions occurring at or prior to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) Second Effective Time now existing in favor of the current or former directors directors, managers, officers or officers employees of the Company or any Consolidated Subsidiary for acts GPM Investments (in the case of employees, only such persons who are covered by the Company’s or omissions by such directors GPM Investments’ (respectively) existing policies of directors’ and officers occurring prior to officers’ liability insurance and fiduciary liability insurance as of the Closing Date to date hereof) (the extent that such obligations “D&O Indemnified Parties”) as provided in the Organizational Documents of the Company or GPM Investments, respectively, or any indemnification Contract between such Consolidated Subsidiary exist on Person and the Company or GPM Investments, respectively (in each case, as in effect on, and, in the case of any indemnification Contracts, to the extent made available to Xxxxxxxx prior to, the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations ) shall survive the Second Merger and shall continue in full force and effect. For a period of seven (7) years from the Second Effective Time, Parentco, the Second Surviving Company and GPM Investments shall maintain in effect in accordance with the current terms exculpation, indemnification and advancement of expenses equivalent to the provisions of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer Organizational Documents of the Company or any Consolidated SubsidiaryGPM Investments, and not respectively, as in any other capacity; and provided, further, that in no event shall effect immediately prior to the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 Second Effective Time with respect to matters for which acts or omissions occurring prior to the Buyer is entitled Second Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Parties; provided that all rights to indemnification pursuant to Article IXin respect of any claim made for indemnification within such period shall continue until the final disposition of such action or final resolution of such claim.

Directors’ and Officers’ Indemnification. (a) For a period Parent and the Surviving Company shall ensure, and the Surviving Company shall cause each of six its Subsidiaries to ensure, that (6i) years from and after the Closingall rights to indemnification now existing in favor of any individual who, the Buyer shall, at or prior to the fullest extent permitted by lawEffective Time, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current was a director or former directors or officers officer of Parent, the Company or any Consolidated Company Subsidiary for acts (collectively, with such individual’s heirs, executors or omissions by such directors and officers occurring prior to administrators, the Closing Date “Indemnified Persons”) solely to the extent that such obligations of as provided in the respective Governing Documents and indemnification agreements to which Parent, the Company or such Consolidated any Company Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters is a party or bylaws bound as of the Consolidated SubsidiariesOriginal Agreement Date, individual indemnity agreements or otherwise, and such obligations shall survive the Mergers and shall continue in full force and effect for a period of not less than six (6) years from the Effective Time and (ii) the indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such Governing Documents shall not, except as required by applicable Law, be amended, repealed or otherwise modified in any manner that would adversely affect the rights of any Indemnified Person thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. From and after the Closing, the Parent (as the surviving company following the Domestication) shall assume, guarantee and stand surety for, and shall cause the members of the Groups Companies to honor, in accordance with the current terms their respective terms, each of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising covenants contained in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IX5.9(a).

Directors’ and Officers’ Indemnification. (a) For a period The Buyer agrees that all rights to indemnification or exculpation now existing in favor of six (6) years from the directors, officers, employees and after the Closing, the Buyer shall, to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers agents of any of the Company Entities, as provided in such Company Entity’s limited liability company agreement, certificate of incorporation, bylaws or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to other similar governing documents shall survive the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms for a period of not less than six years and that the Company CharterEntities will perform and discharge the obligations to provide such indemnity and exculpation after the Closing, subject to the Company Bylaws, the respective charters or bylaws last sentence of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissionsthis ‎Section 6.11(a); provided, however, that all such rights to indemnification obligations and exculpation in respect of any Action arising out of or relating to matters existing or occurring at or prior to the Closing Date and asserted or made within such six-year period shall only be continue until the final disposition of such Action. From and after the Closing, the Buyer shall not, and shall cause each of the Company Entities and its Affiliates not to, amend, repeal or otherwise modify the indemnification provisions of any Company Entity’s limited liability company agreement, certificate of incorporation, bylaws or other similar governing documents as in effect at the Closing, in any manner that would adversely affect the rights thereunder of individuals who at the Closing were directors, officers, employees, or agents of the Company Entities in their capacities as such with respect to matters acts or omissions occurring at or prior to the Closing Date, unless and only to the extent required by applicable Law. Notwithstanding the foregoing, the Seller shall be solely responsible for, and shall indemnify the Persons contemplated by the foregoing of this ‎Section 6.11(a) for, any Liabilities relating to, arising out of or resulting from any derivative or putative Actions brought by any stockholder or any investigation or other Action initiated by a Governmental Authority that relates to Clearway, even if any Company Entity is brought in connection with such director’s or officer’s service as a director defendant in any such Action that relates to Clearway, even if any Company Entity is brought in as a defendant in any such Action or officer of if indemnification is sought from a Company Entity, and Seller shall promptly reimburse Buyer for any indemnification paid by Buyer or its Affiliates (including the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall Entities) following the Buyer, Closing to the Company or any Consolidated Subsidiary have any obligation pursuant to Persons contemplated by the foregoing of this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IX‎Section 6.11(a).

Directors’ and Officers’ Indemnification. (a) For Beginning on the Closing Date and continuing until the sixth (6th) anniversary of the Closing Date, ParentCo (i) shall, and shall cause SPAC Surviving Subsidiary and Company Surviving Subsidiary to maintain in effect all rights to indemnification, advancement of expenses, exculpation and other limitations on Liability to the extent provided in ParentCo’s, the Company’s, or SPAC’s, as the case may be, Governing Documents in effect as of the Effective Date (“D&O Provisions”) in favor of any current or former director, officer, or manager, or, to the extent authorized under the applicable D&O Provisions, any employee, agent or representative of SPAC or ParentCo (whether before or after Closing) and the Company (the “Indemnified Persons”), and (ii) shall not, and shall not permit the SPAC Surviving Subsidiary or Company Surviving Subsidiary to, amend, repeal or modify in a period manner adverse to the beneficiary thereof any provision in the D&O Provisions as it relates to any Indemnified Person, in each case relating to a state of six (6) years from and after facts existing prior to Closing. After the Closing, in the Buyer shallevent that ParentCo, Company Surviving Subsidiary, SPAC Surviving Subsidiary or their respective successors (i) consolidates with or merges into any other Person and is not the continuing or surviving company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then in each such case, ParentCo, Company Surviving Subsidiary or SPAC Surviving Subsidiary shall cause proper provision to be made so that the fullest extent permitted successors of ParentCo, Company Surviving Subsidiary or SPAC Surviving Subsidiary shall succeed to and be bound by lawthe obligations set forth in this Section 8.12. The provisions of this Section 8.12 shall survive the Closing and are intended to be for the benefit of, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers shall be enforceable by, each of the Company or any Consolidated Subsidiary for acts or omissions by such directors Indemnified Persons and officers occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the their respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, heirs and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IX.representatives. 76

Directors’ and Officers’ Indemnification. (a) For The certificate of incorporation and bylaws of the Surviving Corporation shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the organizational documents of the applicable D&O Indemnified Parties (as defined below), which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were current or former directors and officers of the Company, GCAC or Merger Sub and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Company, GCAC or Merger Sub (collectively, “D&O Indemnified Parties”), unless such modification shall be required by applicable Law. From and after the ClosingEffective Time, GCAC agrees that it shall indemnify and hold harmless each of the Buyer shallD&O Indemnified Parties against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all that the Company’s , GCAC or Merger Sub, as applicable, would have been permitted under applicable Law, any indemnification agreements between the Company, GCAC or Merger Sub and such D&O Indemnified Parties, the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers organizational documents of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist applicable entity in effect on the date of this Agreement, whether pursuant Agreement to indemnify such Person (including the advancing of expenses as incurred to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the fullest extent permitted under applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXLaw).

Directors’ and Officers’ Indemnification. (a) For a period Parent and the Surviving Company shall ensure, and the Surviving Company shall cause each of six its Subsidiaries to ensure, that (6i) years from and after the Closingall rights to indemnification now existing in favor of any individual who, the Buyer shall, at or prior to the fullest extent permitted by lawEffective Time, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current was a director or former directors or officers officer of Parent, the Company or any Consolidated Company Subsidiary for acts (collectively, with such individual’s heirs, executors or omissions by such directors and officers occurring prior to administrators, the Closing Date “Indemnified Persons”) solely to the extent that such obligations of as provided in the respective Governing Documents and indemnification agreements to which Parent, the Company or such Consolidated any Company Subsidiary exist on is a party or bound as of the date of this Agreementhereof, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive the Mergers and shall continue in full force and effect for a period of not less than six (6) years from the Effective Time and (ii) the indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such Governing Documents shall not, except as required by applicable Law, be amended, repealed or otherwise modified in any manner that would adversely affect the rights of any Indemnified Person thereunder; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. From and after the Closing, the Parent (as the surviving company following the Domestication) shall assume, guarantee and stand surety for, and shall cause the members of the Groups Companies to honor, in accordance with the current terms their respective terms, each of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising covenants contained in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IX5.9(a).

Directors’ and Officers’ Indemnification. (a) For a period of Buyer shall cause the Surviving Company, and the Surviving Company hereby agrees, that for six (6) years from and after the Closing, the Buyer shallSurviving Company shall indemnify and hold harmless all Persons who at or prior to the Closing were directors, managers or officers of any Company Entity (each, an “Indemnified Person”) in respect of acts or omissions occurring at or prior to the Closing, and shall advance expenses to Indemnified Persons in respect of any claims, actions, suits or other proceedings relating to any such acts or omissions, in each case to the fullest extent permitted by law, cause provided under the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers governing documents of the Company Entities or any Consolidated Subsidiary for acts or omissions by the Sellers, as applicable, on the date hereof; provided, that the Person to whom expenses are advanced provides an undertaking to repay such directors and officers occurring prior to the Closing Date advances to the extent required by Applicable Law. The Buyer hereby agrees that the Surviving Company is the indemnitor of first resort (i.e., its obligations to any Indemnified Person under this Agreement are primary and any obligation of any Seller or any Affiliate thereof to provide indemnification or advancement of expenses for the same matters are secondary), and if any Seller or any Affiliate thereof pays any amount otherwise indemnifiable hereunder with any Indemnified Person, then such obligations Seller or Affiliate thereof shall be subrogated to the rights of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations Indemnified Person hereunder with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiarypayment, and not in any other capacity; and provided, further, that in no event the Surviving Company shall the Buyer, the Company reimburse such Seller or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters Affiliate thereof for which the Buyer is entitled to indemnification pursuant to Article IXsuch payment.

Directors’ and Officers’ Indemnification. (a) For From and after the Closing, Parent and the Surviving Corporation will, to the fullest extent permitted by applicable Law, honor all of the Company’s obligations to indemnify, defend and hold harmless (including any obligations to advance funds for expenses) the current and former directors, officers and employees of the Company and its Subsidiaries against all judgments, fines, losses, claims, damages and liabilities arising out of acts or omissions by any such individuals in their capacities as such for their service to the Company at and prior to the Effective Time to the maximum extent that such obligations of the Company and its Subsidiaries exist on the date of this Agreement, including the negotiation, execution, adoption and approval of this Agreement, the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. Without limiting the foregoing, Parent and the Surviving Corporation and its Subsidiaries (and their successors) shall maintain for a period of not less than six (6) years from and after the ClosingEffective Time provisions in their certificates of incorporation, bylaws and other organizational documents concerning the Buyer shall, indemnification and exoneration (including provisions relating to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all expense advancement) of the Company’s and the Consolidated its Subsidiaries’ obligations former and current officers, directors, and employees (each, an “Indemnified Party”) that are no less favorable to indemnify (including all obligations to advance funds for expenses) those persons than the current or former directors or officers provisions of the certificate of incorporation, bylaws and other organizational documents of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations its Subsidiaries in effect as of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwisehereof, and such obligations provisions shall survive not be amended, repealed or otherwise modified in any manner adverse to such Indemnified Party, except as required by applicable Law or except to make such provisions more favorable to those persons. Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall continue in full force and effect cause the Surviving Corporation to honor, in accordance with the current their respective terms each of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising covenants contained in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IX6.2.

Directors’ and Officers’ Indemnification. (a) For a period of six (6) years from and after the ClosingAcquiror, the Buyer shallTarget, to the fullest extent permitted by law, cause the Company Merger Sub and the Consolidated Subsidiaries Surviving Corporation agree that all rights to honor all indemnification or exculpation now existing in favor of the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers of Target (the Company "TARGET INDEMNIFIED PARTIES") as provided in its articles of incorporation or any Consolidated Subsidiary for acts by-laws or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist indemnification agreements as in effect on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and Agreement shall continue in full force and effect in accordance with the current terms for a period of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements not less than three years from the Closing Date until Date; PROVIDED, HOWEVER, that, in the expiration event any claim or claims are asserted or made within such three-year period, all rights to indemnification in respect of the applicable statute any such claim or claims shall continue to disposition of limitations any and all such claims. Any determination required to be made with respect to whether a Target Indemnified Party's conduct complies with the standards set forth in the certificate of incorporation or by-laws or indemnification agreements of the Surviving Corporation or otherwise shall be made by independent counsel selected by the Surviving Corporation reasonably satisfactory to Target Indemnified Party (whose fees and expenses shall be paid by the Surviving Corporation). Notwithstanding anything to the contrary in this Section 5.12, Acquiror, Merger Sub and the Surviving Corporation shall not be liable for any claims against such directors amounts payable resulting from any claim or officers arising out action brought by any officer or director of such acts Target or omissions; provided, however, any of their Affiliates. Target hereby represents and warrants to Acquiror and Merger Sub that such no claim for indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a has been made by any director or officer of Target and, to the Company or knowledge of Target, no basis exists for any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters such claim for which the Buyer is entitled to indemnification pursuant to Article IXindemnification.

Directors’ and Officers’ Indemnification. (a) For Buyer agrees that (i) the governing documents of the Company and the Company Subsidiaries immediately after the Closing shall contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable to the beneficiaries of such provisions as those provisions that are set forth in the governing documents of the Company and the Company Subsidiaries, respectively, on the date of this Agreement, and, for a period of six (6) years from and after following the Closing, the Buyer shallagrees to, and to the fullest extent permitted by law, cause the Company and the Consolidated Company Subsidiaries to, indemnify and hold harmless all current or former directors, officers, managers, employees and agents of the Company or any of the Company Subsidiaries to honor the same extent such Persons are indemnified as of the date of this Agreement by the Company or the Company Subsidiaries pursuant to such governing documents and (ii) all rights to indemnification as provided in any indemnification agreements with any current or former directors, officers, managers, employees and agents of the Company’s and Company or any of the Consolidated Subsidiaries’ obligations Company Subsidiaries as in effect as of the date hereof with respect to indemnify (including matters occurring at or prior to the Closing shall survive the Closing. The Parties acknowledge that the foregoing is intended to apply to all obligations to advance funds for expenses) of the current or former directors (including such directors employed or officers otherwise designated, by the holders of equity in the Seller’s parent entity), officers, managers, employees and agents of the Company or any Consolidated Subsidiary for acts or omissions by of the Company Subsidiaries in their capacity as such directors and officers occurring prior to the Closing Date not, to the extent that such obligations applicable, in their capacity as directors, officers, managers, employees and agents of the Company Seller or such Consolidated Subsidiary exist on the date any of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of its Affiliates (other than the Company or any Consolidated Company Subsidiary), and not in any other capacity; Buyer and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any shall not be required to indemnify such Persons to the extent the indemnification obligation pursuant to this Section 7.4 with respect to matters (i) relates to, and arises from, a claim by Buyer for which the Buyer is entitled to indemnification pursuant to Article IXX or (ii) is covered by insurance in favor of such indemnified Person.

Directors’ and Officers’ Indemnification. (a) For a period Parent and the Surviving Subsidiary agree to ensure that all rights to indemnification now existing in favor of six (6) years from and after the Closingany individual who, the Buyer shall, at or prior to the fullest extent permitted by lawEffective Time, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current was a director, officer, employee or former directors agent of any Parent Party or officers of the Company or any Consolidated Subsidiary for acts of its Subsidiaries, or omissions by who, at the request of any Parent Party, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such directors and officers occurring prior to individual’s heirs, executors or administrators, the Closing Date “Indemnified Persons”) solely to the extent that such obligations as provided in the respective governing documents and indemnification agreements to which any Parent Party or of the Company or such Consolidated Subsidiary exist on the date any of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated its Subsidiaries, individual indemnity agreements as applicable, is a party or otherwisebound, and such obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six (6) years from the Effective Time in accordance with the current terms case of any Parent Party and the other Indemnified Persons derivative thereof (“Parent Indemnified Persons”), or six (6) years from the Effective Time in the case of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated and its Subsidiaries and such individual indemnity the other Indemnified Persons derivative thereof (“Company Indemnified Persons”) and indemnification agreements from and the Closing Date until the expiration of the applicable statute of limitations provisions with respect to indemnification and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any claims against such directors or officers arising out manner that would adversely affect the rights of such acts or omissionsthe Indemnified Persons thereunder; provided, howeverthat if any claim or claims are asserted or made within the applicable six (6) year period, that all rights to indemnification in respect of any such indemnification obligations claim or claims shall only be with respect continue until final disposition of any and all such claims. Neither Parent nor any of its successors or Subsidiaries shall settle, compromise or consent to matters arising in connection with such director’s or officer’s service as a director or officer the entry of the Company or any Consolidated Subsidiary, and not judgment in any other capacity; and providedaction, furtherproceeding or investigation or threatened action, that in no event shall proceeding or investigation without the Buyer, written consent of such Indemnified Person unless Parent agrees to pay the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXcosts associated therewith.

Directors’ and Officers’ Indemnification. (a) For From and for six (6) years after the Effective Time, Parent shall indemnify, defend and hold harmless the present and former officers, directors and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against all losses, expenses (including attorneys’ fees and other expenses of investigation or litigation, including on appeal), claims, damages or liabilities arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) in their capacity as present and former officers, directors and employees to the full extent permitted or required under the FBCA (including Section 607.0850 and subsection (7) thereof) or other applicable state Law and shall also advance expenses as incurred to the fullest extent permitted under the FBCA (including Section 607.0850 and subsection (7) thereof) or other applicable state Law, provided that the Person to whom expenses are advanced provides, if requested, the undertaking to repay such advances under the circumstances contemplated by the FBCA. Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any claim, action, suit, proceeding or investigation (a “Claim”), existing in favor of the Indemnified Parties as provided in the Company’s or any Subsidiary’s Articles of Incorporation, Bylaws or resolutions of their Boards of Directors, as in effect as of the date hereof, with respect to matters occurring prior to and through the Effective Time, shall survive the Merger and shall continue in full force and effect. Parent shall cause the Surviving Corporation to fulfill and honor in all respects such indemnification obligations in accordance with their terms. Subject to any limitation imposed from time to time under applicable Law, the provisions with respect to indemnification set forth in the Articles of Incorporation and Bylaws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six (6) years from and after the Closing, the Buyer shall, to the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not Effective Time in any other capacity; and provided, further, manner that in no event shall would adversely affect the Buyer, the Company or rights thereunder of any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXIndemnified Person.

Directors’ and Officers’ Indemnification. (a) For a period of six (6) years from and after the Closing, the Buyer shall, Subject to the fullest extent permitted Company purchasing tail coverage described in Section 5.5(b), and except as prohibited by lawapplicable Law, Buyer and Merger Sub agree to cause the Company Surviving Corporation to ensure, and the Consolidated Subsidiaries Surviving Corporation immediately following the Closing agrees to honor ensure, that all rights to indemnification now existing in favor of any individual who, at or prior to the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current Effective Time, was a director, officer, employee or former directors or officers agent of the Company or any Consolidated Subsidiary for acts of the Company Subsidiaries or omissions by who, at the request of the Company or any of the Company Subsidiaries, served as a director, officer, member, contractor, agent, trustee or fiduciary of, or otherwise provided services to, another corporation, partnership, professional entity, joint venture, industry association, trust, pension or other employee benefit plan or enterprise (collectively, with such directors individual’s heirs, executors or administrators, the “Indemnified Persons”) as provided in the respective governing documents and officers occurring prior indemnification agreements to which the Closing Date Company or any of the Company Subsidiaries is a party or bound (only to the extent that such obligations of the Company or such Consolidated Subsidiary exist on agreements have been provided to Buyer prior to the date of this Agreementhereof), whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six (6) years from the Effective Time and indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in accordance with such governing documents shall not be amended, repealed or otherwise modified; provided, that in the current terms event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The term of indemnification under the Company Charter, Directors’ and Officers’ Indemnification shall be limited to the Company Bylaws, the respective charters or bylaws lesser of the Consolidated Subsidiaries and such individual indemnity agreements from six (6) years following the Closing Date until or the expiration duration of the applicable statute tail policy referred to in Section 5.5(b). Neither Buyer nor the Surviving Corporation shall settle, compromise or consent to the entry of limitations with respect to judgment in any claims against such directors action, proceeding or officers arising out investigation or threatened action, proceeding or investigation without the written consent of such acts Indemnified Person (not to be unreasonably withheld, conditioned or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXdelayed).

Directors’ and Officers’ Indemnification. (a) For In the event of any actual Claim, including, without limitation, any such Claim in which any Person who is now, or has been as of the Closing Date, a period manager, director or officer of six any member of the Company Group (6the “Indemnified Persons”) years from and is made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to the fact that he or she is or was a manager, director or officer of any member of the Company Group, or is or was serving at the request of a member of the Company Group as a manager, director or officer of another Person (other than a Claim arising in whole out of the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby), whether in any case asserted or arising before or after the Closing, the Buyer shallparties hereto agree to cooperate and use their commercially reasonable efforts to defend against and respond thereto. Until the sixth (6th) anniversary of the Closing Date, to it is understood and agreed that the fullest extent permitted by law, Company Group shall (and Buyers shall cause the Company Group to) indemnify and hold harmless each Indemnified Person against any Losses in connection with any such Claim in accordance with the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on Group set forth in the applicable Company Group’s organizational documents in effect as of the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that the Buyers shall have no obligation hereunder to any Indemnified Person when and if a Court of competent jurisdiction shall ultimately determine, that indemnification of such Indemnified Person in the manner contemplated hereby is prohibited by applicable Law. Any Indemnified Person wishing to claim indemnification under this Section 6.1, upon learning of any such Claim, shall notify Sellers’ Representative and, after the Closing, the Buyers thereof; provided, however, that the failure to so notify shall not affect the obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall Buyers except to the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant extent such failure to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXnotify materially prejudices such party.

Directors’ and Officers’ Indemnification. (a) For a period Parent agrees to cause the Surviving Company to ensure, and the Surviving Company immediately following the Closing agrees to ensure, that all rights to indemnification now existing in favor of six (6) years from and after the Closingany individual who, the Buyer shall, at or prior to the fullest extent permitted by lawEffective Time, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current was a director or former directors or officers officer of the Company (collectively, with such individual’s heirs, executors or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to administrators, the Closing Date “Indemnified Persons”) solely to the extent that such obligations of as provided in the respective governing documents and indemnification agreements to which the Company is a party or such Consolidated Subsidiary exist on the date of this Agreementbound, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with the current terms for a period of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements not less than six (6) years from the Closing Date until Effective Time and indemnification agreements and the expiration of the applicable statute of limitations provisions with respect to indemnification and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any claims against such directors or officers arising out manner that would adversely affect the rights of such acts or omissionsthe Indemnified Persons thereunder; provided, howeverthat in the event any claim or claims are asserted or made within such six (6) year period, that all rights to indemnification in respect of any such indemnification obligations claim or claims shall only be with respect continue until final disposition of any and all such claims. Neither Parent nor the Surviving Company shall settle, compromise or consent to matters arising the entry of judgment in connection with any action, proceeding or investigation or threatened action, proceeding or investigation without obtaining (i) an express, complete and unconditional release for any such director’s or officer’s service as a director or officer Indemnified Person (and their respective directors, officers, employees and Representatives) and (ii) the written consent of such Indemnified Person. Without limiting the foregoing, at the Effective Time, the Surviving Company shall, and the Parent Parties shall cause the Surviving Company to, cause the Organizational Documents of the Surviving Company or any Consolidated Subsidiaryto include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and not exculpation of the Indemnified Persons no less favorable to the Indemnified Persons than as set forth in any other capacity; and provided, further, that in no event shall the Buyer, the Company Organizational Documents as in effect on the date of this Agreement, which provisions shall not be amended, repealed or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which otherwise modified in a manner that would adversely affect the Buyer is entitled to indemnification pursuant to Article IXrights thereunder of the Indemnified Persons except as required by applicable Law until the sixth (6th) anniversary of the Effective Time.

Directors’ and Officers’ Indemnification. (a) For a period of six (6) years from From and after the ClosingClosing Date, Parent shall, and shall cause the Buyer shallSurviving Corporation to, indemnify, defend and hold harmless, to the fullest extent permitted by lawunder applicable Laws, cause the Company and individuals who on or prior to the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current Closing Date were directors, officers or former directors or officers employees of the Company or any Consolidated Subsidiary of its Subsidiaries (collectively, the “Company Indemnitees”) with respect to all acts or omissions, including by reason of entering into this Agreement and the transactions contemplated hereby, by them in their capacities as such or taken at the request of the Company at any time prior to the Closing Date. Parent agrees that all rights of the Company Indemnitees to indemnification and exculpation from liabilities for acts or omissions by such directors and officers occurring at or prior to the Closing Date to as provided in the extent that such obligations respective certificate of incorporation or bylaws or comparable organizational documents of the Company and its Subsidiaries as now in effect, and any indemnification agreements or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws arrangements of the Consolidated SubsidiariesCompany, individual indemnity agreements or otherwise, and such obligations shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the current terms rights of the Company CharterIndemnitees, the unless such modification is required by Law. In addition, Parent shall pay any expenses of any Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to Indemnitee under this Section 7.4 with respect 6.7, as incurred to matters for which the Buyer is entitled fullest extent permitted under applicable Law, provided that the person to indemnification pursuant whom expenses are advanced provides an undertaking to Article IXrepay such advances to the extent required by applicable Law.

Directors’ and Officers’ Indemnification. (a) For a period Parent and Company Surviving Subsidiary agrees to ensure that all rights to indemnification now existing in favor of six (6) years from and after the Closingany individual who, the Buyer shall, at or prior to the fullest extent permitted by lawEffective Time, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current was a director, officer, employee or former directors or officers agent of the Company or any Consolidated Subsidiary for acts of the Company Subsidiaries or omissions by such directors and officers occurring prior to who, at the Closing Date to the extent that such obligations request of the Company or any of the Company Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such Consolidated Subsidiary exist on individual’s heirs, executors or administrators, the date of this Agreement, whether pursuant “Indemnified Persons”) solely to the Company Charter, extent as provided in the respective governing documents and indemnification agreements to which the Company Bylaws, the respective charters or bylaws any of the Consolidated SubsidiariesCompany Subsidiaries is a party or bound, individual indemnity agreements or otherwise, and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with the current terms for a period of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements not less than six (6) years from the Closing Date until Effective Time and indemnification agreements and the expiration of the applicable statute of limitations provisions with respect to indemnification and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified in any claims against such directors or officers arising out manner that would adversely affect the rights of such acts or omissionsthe Indemnified Persons thereunder; provided, howeverthat in the event any claim or claims are asserted or made within such six (6) year period, that all rights to indemnification in respect of any such indemnification obligations claim or claims shall only be with respect to matters arising in connection with continue until final disposition of any and all such director’s or officer’s service as a director or officer of claims. No Parent Party nor the Company Surviving Subsidiary shall settle, compromise or any Consolidated Subsidiary, and not consent to the entry of judgment in any other capacity; and providedaction, furtherproceeding or investigation or threatened action, that in no event shall proceeding or investigation without the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXwritten consent of such Indemnified Person.

Directors’ and Officers’ Indemnification. (a) For a period of six (6) years from and after following the ClosingEffective Time, the Buyer shall, to Surviving Corporation or its successor shall fulfill and honor in all respects the fullest extent permitted by law, cause the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company with respect to all rights to indemnification (including advancement of expenses) or such Consolidated Subsidiary exist exculpation existing in favor of, and all limitations on the personal liability of, any Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of the Company under the Company’s certificate of incorporation or bylaws in any indemnification agreements in effect as of the date hereof and set forth in Section 2.17(a)(viii) of the Company Disclosure Schedule (each, a “D&O Indemnified Party” and collectively, the “D&O Indemnified Parties”). Notwithstanding the foregoing, the obligations of the Surviving Corporation or its successor (i) shall be subject to any limitation imposed by Legal Requirements and (ii) shall not be deemed to release any D&O Indemnified Party who is also an officer or director of the Company from his or her obligations pursuant to this Agreement or any agreement related to this Agreement, whether pursuant to . As of the Company Charterdate hereof, the Company Bylaws, the respective charters or bylaws hereby represents to Acquiror that (A) no claim for indemnification has been made as of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to date hereof by any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company and (B) to the Knowledge of the Company, no basis exists for any claim for indemnification to be made by any director or any Consolidated Subsidiary, and not in any other capacity; and provided, further, that in no event shall officer of the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXCompany.

Directors’ and Officers’ Indemnification. (a) For From and after the Effective Time, the Buyer shall cause the Group Companies to indemnify and hold harmless (including through advancement of expenses in connection with the defense of any Proceeding) each Person that prior to the Closing served as a director or officer of any Group Company or who, at the request of any Group Company, served as a director or officer of another Person (collectively, with such Person’s heirs, executors or administrators, the “Indemnified Persons”) from and against any penalties, costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding arising out of or pertaining to circumstances, facts or events that occurred on or before the Effective Time, to the fullest extent permitted under applicable Law, the Governing Documents in effect as of the Execution Date and any indemnification agreement between any Group Company and any Indemnified Person in effect as of the Execution Date (“D&O Provisions”) and acknowledges and agrees such D&O Provisions are rights of Contract. Without limiting the foregoing, the Buyer shall cause each of the Group Companies to (i) maintain, for a period of six (6) years from following the Closing Date, provisions in its Governing Documents concerning the indemnification and after the Closing, the Buyer shall, exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to the fullest extent permitted by law, cause Indemnified Persons than the Company and the Consolidated Subsidiaries to honor all the Company’s and the Consolidated Subsidiaries’ obligations to indemnify (including all obligations to advance funds for expenses) the current or former directors or officers D&O Provisions in effect as of the Company or any Consolidated Subsidiary for acts or omissions by such directors and officers occurring prior to the Closing Date to the extent that such obligations of the Company or such Consolidated Subsidiary exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries, individual indemnity agreements or otherwise, and such obligations shall survive and shall continue in full force and effect in accordance with the current terms of the Company Charter, the Company Bylaws, the respective charters or bylaws of the Consolidated Subsidiaries and such individual indemnity agreements from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director or officer of the Company or any Consolidated SubsidiaryExecution Date, and not amend, repeal or otherwise modify such provisions in any other capacity; and providedrespect that would affect in any manner the Indemnified Persons’ rights, further, that in no event shall the Buyer, the Company or any Consolidated Subsidiary have any obligation pursuant to this Section 7.4 with respect to matters for which the Buyer is entitled to indemnification pursuant to Article IXGroup Company’s obligations, thereunder.